<PAGE>
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-K
                                     
         (x)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT of 1934
                                     
                For the fiscal year ended December 31, 1995
                                     
                                    OR
                                     
      (  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                     
                      Commission File Number:  1-5951
                                     
                              CMI CORPORATION
          (Exact name of registrant as specified in its charter)
                                     
               Oklahoma                                   73-0519810
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                  Identification No.)

         I-40 & Morgan Road
            P.O. Box 1985
         Oklahoma City, OK                                     73101
(Address of principal executive offices)                     (Zip Code)

    Registrant's telephone number, including area code:  (405) 787-6020
                                     
        Securities registered pursuant to Section 12(b) of the Act:
                                     
                                                     Name of Each Exchange
      Title of Each Class                             on Which Registered
  ----------------------------                      -----------------------
  Voting Class A Common Stock,                      New York Stock Exchange
         $.10 Par Value
                                     
        Securities registered pursuant to Section 12(g) of the Act:
                                     
                                   NONE

      Indicate  by  check mark whether the registrant  (1)  has  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period that the registrant was required to file such reports), and (2)  has
been  subject  to such filing requirements for the past 90  days.   Yes (x)
No ( ).

      Indicate by check mark if disclosure of delinquent filers pursuant to
Item  405  of  Regulation  S-K is not contained herein,  and  will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K or any amendment to this Form 10-K.     [___]

      The aggregate market value of the Common Stock and the Voting Class A
Common  Stock  (Class  A  Common  Stock)  held  by  non-affiliates  of  the
registrant on March 1, 1996 was $52,671,680.

      The  number of shares of the registrant outstanding on March 1,  1996
was  20,381,383  shares of Voting Class A Common Stock and  621  shares  of
Voting Common Stock.

                    DOCUMENTS INCORPORATED BY REFERENCE

                      Documents                              Form 10-K Reference
                      ---------                              -------------------
Proxy Statement for the Annual Meeting of Shareholders            Part III
                 to be held on May 3, 1996
<PAGE>
                              CMI CORPORATION
                                 FORM 10-K
                                     
                             December 31, 1995
                                     
                                     
                             TABLE OF CONTENTS



          PART I                                                     PAGE

Item 1.      Business................................................   3

Item 2.      Properties..............................................  11

Item 3.      Legal Proceedings.......................................  12

Item 4.      Submission of Matters to a Vote of Security Holders.....  13

             Executive Officers of the Registrant....................  13

          PART II

Item 5.      Market for the Registrant's Common Stock and
               Related Shareholder Matters...........................  14

Item 6.      Selected Financial Data.................................  15

Item 7.      Management's Discussion and Analysis of Financial
               Condition and Results of Operations...................  15

Item 8.      Financial Statements and Supplementary Data.............  24

Item 9.      Changes in and Disagreements With Accountants on
               Accounting and Financial Disclosure...................  48

          PART III

Items 10.-13.All Items Are Incorporated by Reference to the Company's
               Proxy Statement for the Annual Meeting of Shareholders
               to be held on May 3, 1996.............................  48

          PART IV

Item 14.     Exhibits, Consolidated Financial Statement Schedule, and
               Reports on Form 8-K...................................  48

          SIGNATURES.................................................  52


<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================

                                  PART I

Item 1.  Business
         --------
(a)  General Development of Business
     -------------------------------
Unless  the context requires otherwise, as used herein, the term  "Company"
means  CMI  Corporation  and  its consolidated  subsidiaries.   Information
regarding 1995 business developments is located in Item 1(c).

(b)  Financial Information About Industry Segments
     ---------------------------------------------
The  Company  currently  operates in one industry segment  and  information
regarding  this segment is located in Item 1(c).  Information  relating  to
the  Company's waste-to-energy conversion facility is also included in Item
1(c)  under CMI Energy Conversion Systems, Inc.  See consolidated financial
statements for financial information (Item 8.).

(c)  Narrative Description of Business
     ---------------------------------
CMI  was  incorporated in Oklahoma in 1926.  Since 1964,  the  Company  has
manufactured  and  marketed automated equipment  for  the  road  and  heavy
construction industry.  The Company is an industry leader in the design and
manufacture of automated equipment for the construction and maintenance  of
highways, city streets, airport runways, county roads, bridges, and parking
lots.   The  Company's  products include asphalt plants;  asphalt  pavement
recycling  systems;  concrete pavers; machines  for  concrete  placing  and
spreading,  finishing, texturing, and curing; pavement profiling  machines;
pavement  reclaimers; a complete line of automated fine grading,  materials
spreading and placing equipment; soil stabilizers; and a series of multiple
use  machines  that  can be configured to pave, trim,  mill,  excavate,  or
widen.   The  Company also produces trailers, used by the construction  and
mining  industries, industrial scales, bridge and canal  paving  equipment,
and  thermal  systems for remediating contaminated soils.  The Company  has
won  market  recognition  by producing products emphasizing  recycling  and
energy conservation.

In  late  1991,  the  President  signed into  law  the  Intermodal  Surface
Transportation  Efficiency Act of 1991 (ISTEA-91) providing  authorizations
for  total  funding of more than $155 billion  over a six-year  period  for
highways,  highway safety, and mass transportation programs.  ISTEA-91  has
had  a  positive  impact  on the Company, as well as  the  road  and  heavy
construction industry as a whole.   Federal Highway Trust Fund spending was

                                     3
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================

set  at  just  over $20 billion for fiscal 1996, continuing  a  pattern  of
funding in recent years, but below the amount authorized by Congress  under
ISTEA-91.

Positive  road  building  news continues in Canada  where  in  1993  a  new
government was elected which ran on a platform calling for major  increases
in  infrastructure spending.  In 1994, the new government  initiated  a  $6
billion  (Canadian  dollars), two-year program of new highway  construction
which  increased  construction  during 1994 and  1995.  The  infrastructure
emphasis  in  Canada  is expected to continue in 1996.   Additionally,  The
North  American   Free   Trade Agreement (NAFTA) and General  Agreement  on
Tariff   and  Trade  (GATT)  should have a positive  impact  on  the  heavy
construction industry through increased export sales in North  America  and
Europe.

Principal product information is as follows:
   
   Hot Mix Asphalt Production Systems:
   -----------------------------------
   The  Company has continued to market and deliver its popular parallel
   flow  hot  mix asphalt production and recycling plants to  customers.
   The  Company has been providing the asphalt plant industry with  this
   parallel flow technology since approximately 1978.
   
   The Company completed design work, built a prototype, and placed into
   production a new counter-flow hot mix asphalt production plant.  This
   new plant was introduced in 1993, under the trade name "TRIPLE-DRUM."
   Production  tests run in the first quarter of 1993  showed  that  the
   plant  has  superior  heat  transfer performance  compared  to  other
   counter-flow  plant  designs,  especially  for  recycle   operations.
   TRIPLE-DRUM sales accelerated in December 1993 and grew during  1994.
   The  ease with which TRIPLE-DRUMs are passing tough exhaust emissions
   standards  with high production rates, even under adverse  production
   conditions,  is beginning to be noticed by the industry and  resulted
   in  stronger sales during 1995. Recent sales success in the state  of
   Florida,  one  of  the  country's most competitive   hot  mix   plant
   markets,   clearly   demonstrates   customer  satisfaction  with  the
   production performance of the Company's TRIPLE-DRUM plants.  In  less
   than  two  years, five new TRIPLE-DRUM plants have been  placed  into
   operation in Florida, with two more scheduled for delivery during the
   first quarter of 1996.


                                     
                                     4
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================
   
   The  Company  also  markets  a  line of Multi-Drum  hot  mix  asphalt
   production  plants  under  the trade name  "TRI-STAR."   The  Company
   introduced a new line of batch type hot mix asphalt production plants
   during  1994,  and will introduce yet another series of metric  sized
   batch  plants for international markets during the first  quarter  of
   1996.
   
   The  new plants will be introduced at ConExpo/ConAgg ("CONEXPO")which
   will  be  held in Las Vegas, Nevada, March 20 through 24.   CMI  will
   have  one of the largest displays at the 1996 show and will  use  the
   event to introduce several new products. CONEXPO is sponsored by  the
   Construction Industry Manufacturers Association and is now  scheduled
   to be held in Las Vegas, Nevada, every three years.

   The  Company's parallel flow, TRI-STAR, TRIPLE-DRUM, and  batch  type
   hot mix asphalt production and recycling systems provide a wide range
   of technologies to serve the needs of the industry.
   
   Concrete Paving Systems:
   ------------------------   
   The  Company  manufactures and markets worldwide a complete  line  of
   street  and  highway class concrete slipform paving and paving  train
   support  machines.  The popularity of these machines relate  directly
   to  job  site  performance, which often has resulted  in  contractors
   earning  performance bonuses for pavement smoothness as  recorded  by
   profileograph  measuring.  Some contractors have even  recovered  the
   original purchase cost of a machine from the bonuses of a single job.
   
   The  Company's newly designed highway class pavers incorporate recent
   machine  improvements into the basic machine design, making  features
   like computerized crowning and automatic placement of dowel bars less
   costly  to  add.   During 1992, the Company placed into  operation  a
   newly   designed  mid-mount,  automatically  controlled   dowel   bar
   inserting  system  on a  four  track  concrete paver.   The mid-mount
   design  enables paving contractors to insert the dowel  bars  without
   disturbing   finished   grade which was previously  experienced  with
   older  designed rear-mount  systems.  The new mid-mount  system  made
   producing  a  smooth  riding pavement, while automatically  inserting
   dowel bars, a more manageable task.
   
   



                                     5
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   
   
   The  Company continued to improve its technology for inserting  dowel
   bars  during  the paving process and in 1994 introduced  yet  another
   system  that is simpler than the Company's mid-mount system  and  the
   systems  of  all competitors.  The Company's new approach involves  a
   two  stage  paving process using two separate tractors.  One  tractor
   meters and consolidates the concrete and inserts the dowel bars,  and
   the  second tractor shapes and finishes the final slab.  Early in the
   first  quarter  of  1996, the Company exported its first  paver  with
   dowel   bar   inserting   capabilities  to  Australia.    Given   the
   international  market  interest  expressed  to  date,   the   Company
   anticipates  continued growth in international sales as a  result  of
   the dowel bar inserting technology.
   
   During  1995, the Company introduced a new 3000 series of  AUTO-GRADE
   slipform pavers which features a double telescoping mainframe to more
   easily  accommodate changes in paving width.  The series is available
   in  two  and  four track models and is ideal for city  streets,  lane
   additions  and  ramp  paving.  The Company  will  introduce  upgraded
   versions  of  its  remaining AUTO-GRADE pavers at the  1996  CONEXPO.
   Additionally,  the Company introduced a new line of curb  and  gutter
   pavers  and  smaller  slipform pavers.  These new  pavers  are  being
   marketed under the trade name, METRO-PAV.
   
   Automated Pavement Profiling:
   -----------------------------
   The  Company  introduced  the  industry's  first  dedicated  pavement
   milling  machine  in 1976.  Since that time, the  Company's  line  of
   "ROTO-MILL"  Pavement Profilers  has set the standards  for the  fast
   developing  pavement restoration and recycling market.   The  Company
   offers a wide range of models from small utility machines to the  PR-
   1200,  the world's largest pavement profiling machine.  The Company's
   four most recent ROTO-MILL models, the PR-500B, PR-650, PR-800-7, and
   the  PR-1050 are more productive versions of the Company's  PR-500FL,
   which is the popular front loading, half-lane width profiler and  the
   PR-800  full-lane  width profiler.  Customer response  to  these  new
   machines has been enthusiastic.
   
   The Company introduced two additional ROTO-MILL pavement profilers at
   CONEXPO  1993:   a  525  horsepower,  rubber-tired,  half-lane  width
   profiler,  and a utility-sized, rubber-tired machine.  Deliveries  of
   the  525 horsepower machine began in 1994.  The utility-sized machine
   was  redesigned and will be re-introduced to the industry at the 1996
   CONEXPO.

                                     6
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   
   
   The   Company's   popular  RS-500,  a  road  reclamation   and   soil
   stabilization  machine introduced in 1991, has had strong  growth  in
   sales over the past five years.  In 1993, the Company introduced  and
   marketed the RS-400, a lower horsepower reclaimer/stabilizer machine.
   During  1994,  both  machines  were  upgraded  with  improvements  in
   productivity and reliability.  They now have model numbers RS-425 and
   RS-500B.  During 1995, the Company introduced an even more productive
   650 horsepower version of its RS-500B, which proved highly successful
   in the market place during its first year of availability.
   
   Soil Remediation Equipment:
   ---------------------------
   During  1994, the Company began marketing its newly designed  Enviro-
   Tech  Thermal Soil Remediation System.  Soil remediation is a process
   whereby  nonhazardous  contaminates like oil,  jet  fuel,  and  other
   hydrocarbon-based pollutants are removed from the soil in  a  thermal
   process.    Soil  remediation  systems  use  similar  equipment   and
   processes as the Company's asphalt production systems.
   
   The  Company has engineered and is marketing remediation systems with
   production  ranges from 80 to 160 tons per hour.   During  1994,  the
   Company's  systems were used at major military and industrial  sites.
   These  systems set new production records which actually doubled  the
   tons per hour produced on any previous job of a similar nature.

   The Company's success in setting new production records is the result
   of  advanced  technology brought to this industry.   Based  on  sales
   during  1994, the  Company  has established  itself as  the  industry
   leader in both innovation and production for thermal soil remediation
   systems.   These  systems  are available in  stationary  or  portable
   models  to meet the requirements of a very large and diverse  market.
   No thermal soil remediation systems were sold in 1995; however, sales
   are expected during 1996.

   Weighing Equipment:
   -------------------
   The  Company manufactures and distributes a broad line of  electronic
   scales for construction, transportation, material processing, mining,
   energy,  agricultural,  and industrial applications.   These  systems
   permit  direct linkage to data processing equipment to speed material
   processing,  record keeping, and billing.  The Company  also  markets
   high  technology automatic  computer controls for continuous material
                                     
                                     
                                     7
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   
   
   blending,  weighing, record keeping,  inventory tracking,  invoicing,
   and  report  writing.  These control systems are  marketed  with  the
   Company's  hot  mix  asphalt production plants and  soil  remediation
   systems.
   
   Load King Division:
   -------------------
   Load  King, headquartered in Elk Point, South Dakota, manufactures  a
   broad line of heavy duty trailers for equipment and material hauling.
   Bottom  discharge material trailers and a family of  redesigned  rock
   hauler  trailers  have  been  added to  the  broad  line  of  folding
   gooseneck and lightweight detachable gooseneck trailers engineered to
   meet  individual state weight distribution requirements.   Load  King
   also   responds  to  customer  requirements  for  custom  heavy  haul
   trailers.   During 1995, the Company began manufacturing its  popular
   Load  King  bottom  dump trailers at its Oklahoma City  manufacturing
   facility. This added production reduced Load King's response time for
   filling  dealer orders for these products and permitted the allotment
   of  more manufacturing time at Elk Point to the production of  custom
   heavy hauling units.
   
   Bid-Well Division:
   ------------------
   Bid-Well,  headquartered  in Canton, South  Dakota,  is  an  industry
   leader  in  the  development and manufacture of  a  wide  variety  of
   specialized  lightweight grading and concrete  paving  and  finishing
   machines  for  construction markets.   This equipment includes bridge
   deck pavers and concrete overlay machines, building floor pavers  and
   finishers, and specialized graders, pavers, and finishers  for  slope
   and canal paving.
   
MARKETING AND DISTRIBUTION.  The Company's construction equipment  is  sold
directly to end users and through independent dealers.  The Company's scale
and  trailer  products are sold through independent dealers.  All  products
are  sold  in the United States and in foreign markets, except for weighing
equipment and products manufactured by the Load King and Bid-Well Divisions
which are sold substantially in the United States.

SOURCES AND AVAILABILITY OF RAW MATERIALS.   The principal component  parts
used  in  the  Company's  manufacturing of  its  pavement  maintenance  and
construction equipment that  are supplied by others include gas  and diesel
                                     
                                     
                                     
                                     8
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

engines, hydraulic cylinders, tires, bearings, and raw steel.  The  Company
has  not  experienced  any  delays  in  its  component  parts deliveries or
received  inferior  component  parts  that  have  adversely  affected   its
business.  In addition, the Company purchases many of these components from
a  variety  of  outside  suppliers and believes that alternate  sources  of
supply exist for substantially all items.

IMPORTANCE  OF  PATENTS.  The Company has filed for  patent  protection  on
certain  components  and  features incorporated into  its  products,  which
expire  on  various dates.  The Company's patents, together  with  licenses
under patents owned by others, are considered by the Company to be adequate
for  the  conduct of its business.  The Company is of the opinion that  the
loss  of any single patent or group of related patents would not materially
affect the Company's business.

SEASONAL  NATURE OF THE BUSINESS.  The Company's business  is  seasonal  in
nature  and precedes the months in which highway and road construction  and
restoration generally occur.  A large portion of the Company's  orders  for
its  products  are  received in the months of November through  July,  with
heavy shipments occurring in the months of March through August.

PRACTICES RELATING TO WORKING CAPITAL.  The Company recognizes revenue when
sales  transactions are completed, which is when products  are  shipped  or
title  has  transferred to the customer.  Sales generally  require  a  down
payment  or  trade  allowance and are due within normal trade  terms.   The
Company  also  sells certain products under lease purchase  agreements  and
installment  sales  contracts. Inventories are  carried  in  proportion  to
customer  requirements and fluctuate in relation to the seasonal nature  of
the Company's business.

DEPENDENCE UPON A SINGLE CUSTOMER OR A FEW CUSTOMERS.  The Company was  not
dependent on any single customer or group of customers during 1993  through
1995.

SALES  BACKLOG.   The  Company has a sales backlog of  approximately  $30.3
million  at  February 23, 1996, compared to $23.8 million at  February  24,
1995.   Such backlog is based upon sales orders the Company believes to  be
firm.

COMPETITIVE  CONDITIONS.  The Company is one of the  largest  producers  of
pavement maintenance and construction equipment in the United States.   The
Company  has won substantial market recognition in the pavement maintenance
and construction industry by producing  products emphasizing  recycling and

                                     9
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

energy  conservation.   Numerous companies produce equipment  with  similar
features   and  the  construction  equipment  market  remains  competitive.
Competition  is  based  primarily  on price,  product  quality,  financing,
productivity,  quality  of  construction,  service,  and  availability   of
replacement parts.
                                     
COMPANY-SPONSORED RESEARCH AND DEVELOPMENT ACTIVITIES.  The Company invests
significant  resources  in  the development, enhancement,  refinement,  and
production  of  new  technologies  for  the  road  and  heavy  construction
industry.   The  Company patents new technologies relating  to  significant
changes and development of finished products.   See  discussion   regarding
current   research  and  development  activities  under  principal  product
information and also see Management's Discussion and Analysis of  Financial
Conditions and Results of Operations (Item 7.).

ENVIRONMENTAL  LAWS  AND REGULATIONS.  The Company is  subject  to  various
environmental  laws  and  regulations, none of  which  have  a  current  or
expected future material financial impact on the Company.

EMPLOYEES.   The Company had approximately 1,260 employees as  of  December
31, 1995.

CMI Energy Conversion Systems, Inc.
-----------------------------------
In  1983, a subsidiary of the Company, CMI Energy Conversions Systems, Inc.
(CMI  Energy) indefinitely suspended construction of a solid waste disposal
facility  (the  Project).   In connection with  the  Project,  the  Company
contracted  with the City of Oklahoma City (the City) to receive  municipal
solid  waste.  In 1995, the Company sold the assets of CMI Energy for  cash
and a five year note bearing interest at eight percent.  As a result of the
sale,  a  letter  of  credit in the amount of $675,000 held  by  the  City,
securing the Company's performance under the solid waste delivery contract,
was  released.  CMI Energy did not materially affect the Company's  results
of operations in 1995, 1994, or 1993.

CMI  Limited  Partnership, CMI Sales Co., Product Support, Inc.,  Machinery
Investment   Corporation,  CMI  International   (U.K.),   Ltd.,   CMI   OIL
Corporation,  CMI Dakota Co., and Transport Trailer Manufacturing  Company.
These subsidiaries are included in the consolidated financial statements of
the Company.

                                     
                                     
                                     
                                    10
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

(d)  Financial Information About Foreign and Domestic Operations and Export
     Sales
     ----------------------------------------------------------------------
The  Company  had  export sales to unaffiliated customers  through  foreign
dealers and representatives as follows (in thousands):
<TABLE>
<CAPTION>
                                                 1995     1994     1993
                                                 ----     ----     ----
   <S>                                        <C>       <C>       <C>
   North and Central America, other than the
       United States                          $ 5,691   13,543    9,804

   Europe                                       1,081      499    2,022

   Southeast Asia                               4,657    4,940    1,725

   Australia                                    1,206    2,001    1,608

   Other regions                                4,024    2,844    1,478
                                               ------   ------   ------
       Total export sales                     $16,659   23,827   16,637
                                               ======   ======   ======
</TABLE>
See Consolidated Financial Statements (Item 8.).


Item 2. Properties
        ----------
The  Company  has total plant, office, and warehouse areas of approximately
749,000 square feet, which are located in two states.

The  largest manufacturing plant, including the corporate headquarters, has
approximately  600,000  square  feet  and  is  located  in  Oklahoma  City,
Oklahoma.  Other  principal  manufacturing plants and  offices, aggregating
approximately  149,000  square feet, are located in  South  Dakota.   These
facilities are adequate for the current and expected near future operations
of  the Company.  The Company has flexibility in the use of its facilities,
an example  of which was the addition  of a Load King  bottom-dump  trailer
manufacturing line in the Oklahoma City plant.  This line will increase the
Company's  capacity  for trailer manufacturing, and will  allow  the  South
Dakota plant to focus more manufacturing effort on custom trailers.

In addition, the Company owns 110 acres of land in Tennessee being held for
sale and leases 119 acres at its Oklahoma City plant facility.

                                    11
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

Item 3. Legal Proceedings
        -----------------
On  November  8, 1994, Yargo, Inc. ("Yargo") filed a complaint against  the
Company  which sought payment of $1,417,500 of dividends accrued  on  4,500
shares  of  the  Company's 7% Series B Preferred Stock, par  value  $1  per
share,  and  any dividends accruing after the date of the lawsuit  on  such
shares.  In addition, Yargo sought redemption of 4,250 shares of the  4,500
shares  outstanding in the amount of $4,250,000.  On March  31,  1995,  the
Company  entered  into  a Stock Purchase Agreement (the  "Agreement")  with
Yargo.  In accordance with terms of the Agreement, on April 12, 1995, Yargo
dismissed the complaint without prejudice.  See discussion in the Company's
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

On  November 22, 1995, certain attorneys, previously engaged by the Company
in  connection with prior patent litigation, filed suit against the Company
in  the  Circuit  Court  of  Cook  County,  Illinois,  seeking  to  recover
approximately $1.4 million of legal fees and costs alleged to be  owing  by
the  Company, together with prejudgment and postjudgment interest and other
costs.   The  Company  has filed counterclaims against  the  law  firm  for
negligence and legal malpractice.  The Company seeks an unspecified  amount
of  monetary  damages, disgorgement of all legal fees  collected,  punitive
damages,  prejudgment interest and other costs, and is seeking  removal  of
the  case to the United States District Court for the Northern District  of
Illinois, Eastern Division.

There  are  numerous  other  claims  and  pending  legal  proceedings  that
generally  involve  product liability and employment issues.   These  cases
are,  in the opinion of management, ordinary routine matters incidental  to
the  normal  business  conducted by the Company.  In  the  opinion  of  the
Company's management after consultation with outside  legal  counsel,   the
ultimate  disposition of such proceedings, including the case  above,  will
not  have  a  materially  adverse  effect  on  the  Company's  consolidated
financial position or future results of operations.

                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                    12
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
Not applicable.

Executive Officers of the Registrant
------------------------------------
Pursuant  to General Instruction G(3) of Form 10-K, the following  list  is
included as an unnumbered item in Part I of this Form 10-K in lieu of being
included  in  the  Company's  Proxy Statement for  the  Annual  Meeting  of
Shareholders to be held on May 3, 1996.

The following is a list of names and ages of all the executive officers  of
the  registrant  indicating all positions and offices with  the  registrant
held  by  each such person and each such person's principal occupations  or
employment during the past five years.

                      Age as of
Name                March 1, 1996       Offices and Positions Held
---------------------------------------------------------------------------
Ralph Cordes             52          Senior Vice President, Operations
                                     since January 1995 (1)

Jim D. Holland           51          Senior Vice President, Treasurer,
                                     and Chief Financial Officer since
                                     August 1984

Bill Swisher             65          Chief Executive Officer since 1964

Thane Swisher            39          Vice President and Secretary since
(Son of Bill Swisher)                October 1987

(1)  Mr.  Cordes  has  held manufacturing and general management  positions
     with  industrial  companies for 30 years; including the  positions  of
     senior vice president, operations of Harsco Corporation; president  of
     the BMY Division of Harsco Corporation; vice president, operations  of
     BUS  Industries  of America; and various manufacturing positions  with
     companies   such  as  Clark  Equipment  Company  and  Allis   Chalmers
     Corporation.
                                     
                                     
                                     
                                     
                                     
                                     
                                    13
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

                                  PART II

Item 5. Market for the Registrant's Common Stock and Related Shareholder
        Matters
        ----------------------------------------------------------------
Principal Market and Stock Prices:
----------------------------------
The  Company's Voting Class A Common Stock is traded on the New York  Stock
Exchange.  The closing market price for the Company's Voting Class A Common
Stock  on March 1, 1996, was $5.13.  The table below presents the high  and
low  market  prices for the Company's common shares during 1995  and  1994.
The  following information was obtained from the monthly market  statistics
report prepared by the New York Stock Exchange.

<TABLE>
<CAPTION>
                              1995                          1994
                    ------------------------      --------------------------        
                     3/31  6/30  9/30  12/31       3/31   6/30   9/30  12/31
                     ----  ----  ----  -----       ----   ----   ----  -----
<S>                 <C>    <C>   <C>   <C>        <C>     <C>    <C>   <C>
Common shares:
     High           $7.13  7.50  8.25   6.50      $9.75   8.63   8.25   7.38
     Low             6.00  5.88  5.88   4.25       6.75   4.75   5.50   6.50
</TABLE>
Approximate Number of Shareholders:
-----------------------------------
The  number of holders of record of the Company's common shares as of March
1, 1996, was 1,774.

Dividend Information:
---------------------
The  last  dividend payment on the Company's Voting Common Stock or  Voting
Class  A  Common  Stock was made in 1981.  See Management's Discussion  and
Analysis  of  Financial Condition and Results of Operations (Item  7.)  and
notes to the consolidated financial statements (Item 8.).












                                    14
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   
                                     
Item 6.  Selected Financial Data
         ----------------------- 
The  following  selected financial data should be read in conjunction  with
the  consolidated financial statements of the Company, including notes  and
supplementary information appearing elsewhere herein.
                                     
 Five-Year Selected Financial Data - in thousands (except per share data)

<TABLE>
<CAPTION>
                                   1995      1994     1993    1992    1991
                                   ----      ----     ----    ----    ---- 
<S>                            <C>        <C>      <C>      <C>     <C>
Net sales                      $130,578   128,005  100,564  81,178  66,355

Net income (loss)                17,501    22,618    8,032   2,211 (4,279)

Income (loss) per common share      .82      1.07      .37     .08    (.29)

Total  assets                   109,219    89,744   65,362  54,398  45,709

Long-term debt and redeemable
   preferred stock               27,628    27,599   27,114  28,574  19,963

Cash dividends per common share $     -         -        -       -       -
</TABLE>
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
         ---------------------------------------------------------------
Changes in Financial Condition, Liquidity, and Capital Resources
----------------------------------------------------------------
The  Company's revolving credit loan agreement with its primary lender  has
been in place since 1991.  Terms of the credit loan agreement provide for a
maximum  credit  line of $30 million, which consists  of  a  $25.2  million
revolving  line of credit and a $4.8 million term loan.  The term  loan  is
payable  in equal monthly principal payments of $67,000 plus interest  with
the balance due in December 1997.  The balance of the term loan at December
31,  1995 was approximately $4 million.  Both the revolving line of  credit
and  the term loan provide for interest at the prime rate plus 1.5% and are
due in December 1997.  Amounts available under the revolving line of credit
are  based upon eligible accounts receivable and inventories as defined  by
the  credit agreement. Under the credit loan agreement, the unused  portion
of the line of credit was approximately $6.9 million at December 31, 1995.



                                     
                                    15
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

The Company maintains a fleet financing agreement with a third party lender
related to the rental of finished products to customers.  Generally,  these
financings  range from three months to three years and are secured  by  the
specific finished product. These financing arrangements provide the Company
with  additional short-term working capital and the ability to  offer  more
attractive  financing to its customers. Obligations due through 1998  under
the  fleet  financing  agreement  with interest  at  the  prime  rate  were
approximately $3.1 million, at December 31, 1995.

In  January  1993, the Company entered into separate loan  agreements  with
Recovery  Equity  Investors  L.P.,  a shareholder,  and  Larry  Hartzog,  a
shareholder  and board member, to borrow $1.97 million at a fixed  interest
rate  of  9  percent.  In connection with the loan agreements, the  lenders
also  purchased stock purchase warrants from the Company entitling them  to
purchase  up  to 600,000 aggregate shares of the Company's Class  A  Common
Stock  at  an  exercise  price  of  $3.75 per  share,  subject  to  certain
adjustments.   The lenders paid $50,000 for these stock purchase  warrants.
Exercise  of  the  stock purchase warrants is subject  to  certain  vesting
provisions  and  the  loans  were  subordinate  to  the  Company's   credit
agreement.  In July 1995 the $1.97 million was paid in accordance with  the
loan agreements.

The  Company's  credit  agreement and various  other  loan  agreements  and
arrangements should provide the Company with sufficient working capital  to
finance its operations.   The Company  does not anticipate making any major
changes  or  amendments to its existing credit agreement or  to  its  other
financing arrangements in the near future.

Other Changes in Financial Condition, Liquidity, and Capital Resources
----------------------------------------------------------------------
Overall,  working  capital  improved  to  approximately  $64.2  million  at
December  31,  1995  from $56.4 million at December 31,  1994.  Inventories
increased  approximately $15.5 million over the prior year in  anticipation
of  increasing sales as evidenced by the Company's sales backlog.  Accounts
receivables  decreased  approximately  $5.5  million  due  primarily  to  a
decrease in December sales of approximately $3.0 million. The current ratio
at  December 31, 1995 was 3.93-to-1 compared to 3.82-to-1 at the same  time
last year.

Capital  expenditures of $2.3 million in 1995, an increase of  $.4  million
from the prior year, were financed primarily by internally generated funds.
Capital  expenditures   are  used  to  continue  improving  the   Company's


                                    16
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

manufacturing  and product support efficiencies.  Capital expenditures  for
1996   are  budgeted  at  $3.5  million.   None  of  the  budgeted  capital
expenditures are fixed commitments.

In connection with a 1985 acquisition, the Company issued 4,800 shares of 7
percent Series B Preferred Stock with a $4.8 million redemption value.  The
preferred  stock accrues dividends at the rate of $70 per share  per  year.
The  cumulative  dividends are payable each January and July  and  must  be
fully paid or declared with funds set aside for payment before any dividend
can  be  declared  or paid on any other class of the Company's  stock.  The
preferred stock carries a redemption price of $1,000 per share. The Company
redeemed 300 shares of its redeemable preferred stock in 1988.  The Company
did  not redeem 750 shares of its redeemable preferred stock in each of the
years 1990 through 1994 and did not redeem 500 shares in 1989. In 1995, 250
shares  of the preferred stock were scheduled for redemption.  The  Company
made  dividend  payments of $157,500 in both July 1994  and  January  1995.
Accrued cumulative dividends were $1.4 million at December 31, 1994.  Terms
on the preferred stock provide that if two consecutive dividend payments or
redemptions are not made, the Company's Board of Directors may be increased
by  one  and  the preferred stockholder shall have the exclusive  right  to
elect an individual to fill such newly created directorship.  These special
voting  rights  continue until the dividend payments  and  redemptions  are
made.  The preferred stockholder did not exercise the rights granted  under
the  preferred  stock  agreement relating  to  electing  a  member  of  the
Company's  Board of Directors, but filed suit in November 1994 against  the
Company  seeking payment of the accumulated dividends of $1.4  million  and
redemption of the 4,250 shares of preferred stock not redeemed at  December
31, 1994 for $4.25 million.

During  1995  as  settlement  of the suit, the Company  and  the  Preferred
Stockholder entered into a Stock Purchase Agreement (the "Agreement").  The
Agreement  provides  that the Company will purchase  the  4,500  shares  of
preferred stock outstanding in a series of installments, with all shares to
be  purchased by December 31, 1996.  The purchase price to be paid  by  the
Company to the Preferred Stockholder for each share of preferred stock will
be  $1,000,  plus all dividends accrued but unpaid on such  shares  to  and
including  the  business day immediately preceding the applicable  purchase
date.

Under  terms of the Agreement, the Preferred Stockholder agreed to  dismiss
without  prejudice  all claims asserted in the lawsuit  filed  against  the
Company in November 1994.   The Preferred Stockholder also agreed  that, so


                                    17
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

long  as the Company fulfills its obligations under the Agreement,  (i)  an
aggregate  dividend  of  not  more  than $300,000  may,  at  the  Company's
discretion, be declared and paid by the Company in each of 1995 and 1996 to
holders  of  the  Company's Voting Class A Common Stock and  Voting  Common
Stock, $0.10 par value, and (ii) the Preferred Stockholder will not attempt
to  exercise  its  right to elect a new member to the  Company's  Board  of
Directors.

During  1995,  the  Company paid $1.4 million for the redemption  of  1,050
shares  of  preferred stock plus accrued dividends.  The Company also  made
semiannual  dividend  payments  on  all remaining  preferred  stock  shares
outstanding of  $131,250  and  $120,750  in  July  1995  and  January 1996,
respectively.  Accrued cumulative dividends were $1.1 million on the  3,450
preferred  stock shares outstanding at December 31, 1995.  As  of  December
31, 1995 the Company was in compliance with terms of the Agreement.

ACCOUNTING  FOR  INCOME TAXES - Income taxes are accounted  for  using  the
asset and liability method under which deferred income taxes are recognized
for  the  tax  consequences of "temporary differences" by applying  enacted
statutory  tax rates applicable to future years to differences between  the
financial statement carrying amounts and the tax bases of  existing  assets
and liabilities.  The effect on deferred taxes for a change in tax rates is
recognized in income in the period that includes the enactment date.

The  Company  has  a  net  deferred tax asset after  consideration  of  the
valuation  allowance  as determined under Statement 109,  of  approximately
$18.8   million  and  $10.0  million  at  December  31,  1995   and   1994,
respectively.  Under the provisions of Statement 109, the benefit of future
tax  deductions  and credits not utilized by the Company  in  the  past  is
reflected  as an asset to the extent that the Company assesses that  future
operations  will  "more  likely than not" be  sufficient  to  realize  such
benefits.  During 1995, the Company recorded a previously unrecognized  net
deferred tax asset in the amount of $8.8 million.  The Company has assessed
its  past  earnings history and trends, sales backlog, budgeted sales,  and
expiration  dates of future tax deductions and credits.  As a  result,  the
Company  has determined it is "more likely than not" that the $18.8 million
of  future  tax  deductions  and credits will be  utilized.   The  ultimate
realization  of  future tax deductions and credits will  require  aggregate
taxable income of approximately $45 million to $50 million in future years.





                                    18
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

IMPACT  OF RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED - Statement
of  Financial Accounting Standards No. 121, "Accounting for the  Impairment
of  Long-Lived  Assets and for Long-Lived Assets to be Disposed  Of"  (SFAS
121)  establishes  accounting standards for the  impairment  of  long-lived
assets,  certain  identifiable intangibles, and goodwill related  to  those
assets  to  be  held  and  used,  and for  long-lived  assets  and  certain
identifiable  intangibles to be disposed of.  SFAS 121, effective  for  the
Company's  1996 year, will be applied prospectively and is not expected  to
have a material impact on the Company's future financial statements.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based  Compensation"  (SFAS  123)  establishes  financial  accounting   and
reporting standards for stock-based employee compensation plans.  SFAS  123
defines  a  fair-value  based method of accounting for  an  employee  stock
option  or similar equity instrument and encourages entities to adopt  that
method  of accounting for all employee stock compensation plans.   However,
SFAS 123 allows entities to continue to measure compensation cost for those
plans  using  the intrinsic value based method of accounting prescribed  by
APB  Opinion  No.  25,  "Accounting for Stock Issued to  Employees,"  which
generally  does not result in compensation expense for fixed  option  plans
with  option price equal to fair value of the Company's stock on the option
grant  date.   The  accounting requirements of SFAS 123 are  effective  for
stock-based transactions in 1996.  The disclosure requirement of  SFAS  123
including   proforma   disclosures  reflecting   the   difference   between
compensation  cost determined by the fair value based method  and  recorded
compensation  cost, if any, will be effective for 1996.  The  Company  does
not  intend to adopt the fair value based method of determining stock-based
compensation  so  SFAS  123 is not expected to have  an  effect  on  future
financial statements.  The disclosure requirements will be adopted in 1996.

LEGAL  PROCEEDINGS - The Company is involved in various legal  proceedings.
In  the opinion of the Company's management and outside legal counsel,  the
ultimate disposition of such proceedings will not have a materially adverse
effect  on the Company's consolidated financial position or future  results
of operations.  (See Item 3.)

Results of Operations
---------------------
1995  SALES  AND EARNINGS.  The Company's net revenues for the  year  ended
December  31, 1995 rose slightly to $130.6 million from $128.0 million  for
the year ended December 31, 1994.  Net earnings for 1995 were $17.5 million
versus  $22.6 million in 1994, or 82 cents per share for 1995 versus  $1.07
per share for 1994.

                                    19
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

The Company reported lower tax benefits in 1995 versus 1994 as net earnings
included $8.8 million, or 42 cents per share, and $10 million, or 47  cents
per  share, in 1995 and 1994, respectively, for previously unrecognized tax
benefits related to Statement 109.

The  Company's  core domestic business was stronger in 1995 than  in  1994,
despite  poor weather during the first half of 1995 and intensely increased
competition.  Domestic sales from the Company's core business increased  to
$113.6  million  compared  to $98.3 million in  1994,  an  increase  of  16
percent.  International sales decreased to $16.7 million or 30 percent from
$23.8  million in 1994. The reduction in international sales was  primarily
due  to economic and political conditions experienced in Mexico that became
evident  in  late  1994 and continued throughout 1995.  As  a  result,  the
Company's  net revenues from sales into Mexico decreased $6.5 million  from
1994 levels.

Net revenues for the Company's stabilizer/reclaimer product line recognized
the  most significant growth with an increase of $5.8 million or 37 percent
over  1994.   This  was  offset  by reduced sales  of  the  Company's  soil
remediation product line.

The  increased  development of the highways and mass transportation  system
has  had  and will continue to have a positive impact on the Company.   The
continued  funding  of the ISTEA-91 legislation and the commitment  of  the
U.S.  legislature  and federal government to fund the  improvement  of  the
infrastructure  has  had  a significant impact on  current  operations  and
should continue to positively impact the Company's operations as additional
funding  and  matching  contributions are made at  the  federal  and  state
levels.  The North American Free Trade Agreement and the General  Agreement
on  Tariff and Trade have had a favorable impact on the Company's sales  in
international  markets,  excluding Mexico in 1995,  which  is  expected  to
continue.

The  Company's gross margins were 29.6% down from 31.5% in the prior  year.
This   reduction   in   margins  was  primarily  the  result   of   pricing
competitiveness  which the Company believed was key to  maintaining  market
share  in  1995. The Company also experienced increases in its labor  costs
over the prior year.

Marketing  and administrative expenses increased in 1995 generally  due  to
increased sales efforts.   As a percentage  of net revenues,  marketing and
administrative  expenses increased to approximately 16.3  percent  in  1995
from  approximately  15.4 percent in 1994.   During 1995, the Company  took

                                    20
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

steps  to  increase  its  market  share overseas.   This  included  a  more
aggressive  advertising  and marketing campaign to  enlarge  the  Company's
share  of  potential markets, particularly in the Pacific Rim,  China,  and
South  America.   In  addition, the Company continued to  provide  customer
demonstrations  for new and existing products, to participate  in  industry
trade  shows,  and to increase its domestic and international sales  force.
Currently,  the  Company's marketing and advertising efforts  are  directed
towards preparing for the 1996 CONEXPO trade show.

Engineering and product development costs remained level as a percentage of
net  revenues  at approximately 4 percent.  The Company introduced  several
new products in 1995. These included the RS-650 stabilizer/reclaimer, which
was  released  in  the first quarter of 1995, as well  as  the  single-lane
autograde  TR-325  base and grade trimmer, which was  released  during  the
second half of 1995.  Additional products scheduled to be introduced at the
1996  CONEXPO  trade  show, include two new ROTO-MILL  pavement  profilers,
several new pavers, a series of metric batch plants and more base and grade
trimmers.   The Company continues to be committed to setting  standards  of
quality  within the industry, through both product development and  product
enhancement.

Interest  expense increased as the Company's borrowings under  its  primary
credit  loan agreement were consistently higher during 1995 as compared  to
1994  in  order  to finance inventories for the Company's  primary  selling
season.   In addition, the weighted average interest rates were  higher  in
1995 as compared to 1994.

1994  SALES  AND EARNINGS.  The Company's net revenues for the  year  ended
December 31, 1994 of $128.0 million is an increase of $27.4 million  or  27
percent over net revenues of $100.6 million for the year ended December 31,
1993.   Net  earnings for 1994 were $22.6 million versus  $8.0  million  in
1993,  or  $1.07  per share for 1994 versus 37 cents per  share  for  1993.
These favorable results and increases are attributable to a combination  of
factors, the most significant of which are as follows:

Net  revenues  of  major  equipment from  the  Company's  concrete  paving,
automated paving  profiling, soil  remediation, and  asphalt  product lines
increased  approximately $18.4 million in 1994.  In addition  to  increased
domestic sales of major equipment, increased international sales and  sales
of soil remediation systems also contributed to the overall sales increase.
International sales increased approximately $7 million in 1994 as  compared
to 1993.   Most of the increases  were in Asia, South America, Canada,  and


                                    21
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

Australia,  and included  virtually  all of the Company's  major  equipment
product  lines.   The  increase  was a  result of  increased  international
marketing  efforts.  Sales of the new soil remediation systems resulted  in
approximately $6 million of additional revenue.  The product line was first
marketed in 1994.

Net  revenues  of  other  product lines increased $2.7  million,  primarily
through  increases in sales from  the Company's trailer division.

The  higher  sales volume from major equipment helped increase  replacement
part  sales  by $2.3 million.  Net revenues of used and rental machines  as
well as other sales increased $4.1 million through increased trade-ins  and
alternative financing arrangements.

The  increased  development of the highways and mass transportation  system
have  had  a  positive impact on the Company's sales.  The funding  of  the
ISTEA-91 legislation and the commitment of the U.S. legislature and federal
government  to  fund  the  improvement of  the  infrastructure  has  had  a
significant impact on current operations and should continue to  positively
impact   the  Company's  operations  as  additional  funding  and  matching
contributions  are  made at the federal and state  levels.   The  Company's
sales   were  also  enhanced  by  continued  strong  demand  from   various
international  markets.  The North American Free Trade  Agreement  and  the
General  Agreement on Tariff and Trade also had a favorable impact  on  the
Company's sales in international markets, which is expected to continue.

The Company's gross margin increased 4.3 percent which was primarily due to
the  absorption of fixed costs to more finished products and  manufacturing
efficiencies resulting from increased production.

Marketing  and administrative expenses increased in 1994 primarily  due  to
increased  sales  volumes.   As a percentage of net  sales,  marketing  and
administrative  expenses decreased to approximately 15.4  percent  in  1994
from approximately 15.6 percent in 1993 due to cost efficiencies associated
with higher sales volumes.

Engineering and product development costs increased, but remained level  as
a  percentage  of  net  revenues at approximately 4 percent.   The  Company
continues to invest in the design, production, and enhancement of  new  and
existing equipment.

Interest  expense increased as the Company's borrowings under  its  primary
credit agreement were higher in  the first half of 1994 as compared to 1993

                                    22
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
===========================================================================   

in  order  to finance the buildup of inventories for the Company's  primary
selling  season.   Debt  under  the  Company's  fleet  financing  agreement
averaged approximately $1.1 million higher in 1994 as compared to 1993.  In
addition,  interest  rates  increased in 1994 over  1993  rates.   Interest
income  increased through additional sales-type leases under the  Company's
fleet financing agreement in 1994 over 1993.

As  a result of the positive operations and the favorable prospects for the
near term future, the Company  determined it was more likely  than not that
$10  million  of deferred tax assets would be realized in the  future,  and
such amount was recognized in 1994.

Clean Air Act
-------------
In  1990,  the  United  States Congress passed certain  amendments  to  the
National  Clean  Air  Act.  These amendments may require  certain  products
manufactured  by  the  Company to be equipped with  new  pollution  control
devices.   As  required  by the new amendments, the implementation  of  the
standards may take up to seven years.  The Company believes that it will be
able to meet the implementation dates as required by the new amendments.

Inflation
---------
The  Company did not experience any significant inflationary impact on  its
costs of materials.



















                                    23
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
                 CONSOLIDATED FINANCIAL STATEMENT SCHEDULE


Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

                                                                      PAGE

INDEPENDENT AUDITORS' REPORTS.........................................  25

CONSOLIDATED FINANCIAL STATEMENTS

 Consolidated Statements of Operations,
   Years ended December 31, 1995, 1994, and 1993......................  28

 Consolidated Balance Sheets, December 31, 1995 and 1994..............  29

 Consolidated Statements of Changes in Common Stock and Other Capital,
   Years ended December 31, 1995, 1994, and 1993......................  31

 Consolidated Statements of Cash Flows,
   Years ended December 31, 1995, 1994, and 1993......................  32

 Notes to Consolidated Financial Statements,
   December 31, 1995, 1994, and 1993..................................  33

CONSOLIDATED FINANCIAL STATEMENT SCHEDULE


 Schedule II. Consolidated Valuation and Qualifying Accounts,
   Years ended December 31, 1995, 1994, and 1993......................  51


Information required by other schedules called for under Regulation S-X  is
either  not  applicable  or  is  included  in  the  consolidated  financial
statements or notes thereto.











                                    24
<PAGE>
                       INDEPENDENT AUDITORS' REPORT
                       ---------------------------- 


The Shareholders and Board of Directors
CMI Corporation:


We  have  audited the consolidated financial statements of CMI  Corporation
and  subsidiaries  (the Company) as listed in the accompanying  index.   In
connection  with  our audits of the consolidated financial  statements,  we
also  have audited the consolidated financial statement schedule as  listed
in  the  accompanying  index. These consolidated financial  statements  and
consolidated  financial statement schedule are the  responsibility  of  the
Company's management.  Our responsibility is to express an opinion on these
consolidated  financial  statements and  consolidated  financial  statement
schedule  based  on  our  audits.  We did  not  audit  the  1993  financial
statements  of  certain divisions, which statements reflect total  revenues
constituting 20 percent in 1993, of the related consolidated totals.  Those
statements were audited by other auditors whose reports have been furnished
to  us, and our opinion, insofar as it relates to the amounts included  for
these divisions, is based solely on the reports of the other auditors.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement. An audit includes examining, on a  test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that our  audits
and  the  reports of the other auditors provide a reasonable basis for  our
opinion.

In  our  opinion, based on our audits and the reports of the other auditors
in  1993,  the consolidated financial statements referred to above  present
fairly, in all material respects, the financial position of CMI Corporation
and subsidiaries as of December 31, 1995 and 1994, and the results of their
operations  and  their cash flows for each of the years in  the  three-year
period  ended  December  31, 1995, in conformity  with  generally  accepted
accounting  principles.  Also in our opinion, based on our audits  and  the
reports  of the other auditors in 1993, the related consolidated  financial
statement  schedule, when considered in relation to the basic  consolidated
financial  statements taken as a whole, presents fairly,  in  all  material
respects, the information set forth therein.



                                                      KPMG Peat Marwick LLP
                                                                           
Oklahoma City, Oklahoma
February 12, 1996



                                    25
<PAGE>
                       INDEPENDENT AUDITORS' REPORT
                       ----------------------------              

Nichols, Rise & Company




The Board of Directors
CMI Corporation

   We  have  audited  the  accompanying statements of operations,  division
capital and cash flows of Load King, a division of CMI Corporation, for the
year  ended  December  31,  1993.   These  financial  statements  are   the
responsibility  of  the division's management.  Our  responsibility  is  to
express an opinion on these financial statements based on our audit.

   We  conducted  our audit in accordance with generally accepted  auditing
standards.  Those standards require that we plan and perform the audits  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that  our  audit
provides a reasonable basis for our opinion.

   In  our  opinion,  the financial statements referred to  above  presents
fairly, in all material respects, the results of operations and cash  flows
of  Load  King, a division of CMI Corporation, for the year ended  December
31, 1993, in conformity with generally accepted accounting principles.




218 South Ridge Plaza
South Sioux City, Nebraska
January 28, 1994











                                    26
<PAGE>
                       INDEPENDENT AUDITORS' REPORT
                       ----------------------------

Nichols, Rise & Company




To Board of Directors
CMI Corporation

  We have audited the accompanying statements of earnings, division capital
and cash flows of CMI Bid-Well, a division of CMI Corporation, for the year
ended December 31, 1993.  These financial statements are the responsibility
of  the division's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

   We  conducted  our audit in accordance with generally accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that  our  audit
provides a reasonable basis for our opinion.

   In  our  opinion,  the financial statements referred  to  above  present
fairly, in all material respects, the results of operations and cash  flows
of CMI Bid-Well, a division of CMI Corporation, for the year ended December
31, 1993, in conformity with generally accepted accounting principles.




218 South Ridge Plaza
South Sioux City, Nebraska
January 31, 1994











                                    27
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Operations
                                     
               Years ended December 31, 1995, 1994, and 1993
                   (in thousands, except per share data)
============================================================================    
<TABLE>
<CAPTION>
                                                1995      1994      1993
                                                ----      ----      ----
<S>                                         <C>        <C>       <C>
Net revenues                                $130,578   128,005   100,564
                                             --------  --------  --------
Costs and expenses:
  Cost of revenues                            91,915    87,744    70,172
  Marketing and administrative                21,239    19,738    15,698
  Engineering and product development          5,681     5,491     4,490
  Interest expense                             3,166     2,712     2,487
  Interest income                               (568)     (580)     (362)
  Other income, net                             (172)     (254)     (265)
                                             --------  --------  --------
                                             121,261   114,851    92,220
                                             --------  --------  --------
Earnings before income taxes                   9,317    13,154     8,344

Income tax expense (benefit)                  (8,184)   (9,464)      312
                                             --------  --------  --------
Net earnings                                $ 17,501    22,618     8,032
                                             ========  ========  ========
Share data:
  Net earnings applicable to common shares  $ 17,170    22,429     7,661
  Average outstanding common shares
    and common share equivalents              20,893    20,966    20,746

  Net earnings per common share and common
    share equivalent                        $    .82      1.07       .37
                                             ========  ========  ========
</TABLE>
See notes to consolidated financial statements.













                                    28
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
                                     
                        Consolidated Balance Sheets
                                     
                        December 31, 1995 and 1994
                          (dollars in thousands)
============================================================================
<TABLE>
<CAPTION>
                         Assets                              1995      1994
                         ------                              ----      ----
<S>                                                      <C>         <C>
Current assets:
  Cash and cash equivalents                              $  2,062     1,423
  Cash equivalents - restricted                               150       903
  Receivables less allowance for doubtful accounts
     of $591 and $602 at December 31, 1995 and 1994,
     respectively                                          11,731    17,226
  Inventories:
     Finished equipment                                    31,717    19,520
     Work-in-process                                        7,629     7,942
     Raw materials and parts                               23,753    20,102
                                                          -------    ------
       Total inventories                                   63,099    47,564

  Other current assets                                        389       121
  Deferred tax asset                                        9,000     9,200
                                                          -------    ------
       Total current assets                                86,431    76,437
                                                          -------    ------
Property, plant, and equipment:
  Land                                                      1,747     1,679
  Buildings                                                11,238    11,189
  Machinery and equipment                                  32,665    30,821
  Other                                                       254       672
                                                          -------    ------
                                                           45,904    44,361
  Less accumulated depreciation and amortization           34,671    33,208
                                                          -------    ------
       Net property, plant, and equipment                  11,233    11,153

Long-term receivables                                       1,135       651

Deferred tax asset                                          9,800       800

Other assets                                                  620       703
                                                          -------    ------
       Total assets                                      $109,219    89,744
                                                          =======    ======
</TABLE>
See notes to consolidated financial statements.




                                    29
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
                  Consolidated Balance Sheets, Continued
                                     
                        December 31, 1995 and 1994
                          (dollars in thousands)
============================================================================

Liabilities, Common Stock and Other Capital
-------------------------------------------
<TABLE>
<CAPTION>
                                                              1995     1994
                                                              ----     ----
<S>                                                       <C>        <C>
Current liabilities:
  Current maturities of long-term debt                    $  2,340    2,252
  Current maturities of notes payable to related parties         -    1,970
  Accounts payable                                          11,417    8,132
  Accrued liabilities                                        8,435    7,658
                                                           -------   -------
       Total current liabilities                            22,192   20,012
                                                           -------   -------
Long-term debt                                              23,091   21,691

Redeemable preferred stock:
  Redemption value $4,537 in 1995 and $5,908 in 1994
     including cumulative dividends in arrears; shares
     outstanding - 3,450 and 4,500 at December 31, 1995
     and 1994, respectively                                  4,537    5,908

Common stock and other capital:
  Common stock:
     Par value $.10; shares issued and outstanding
     - 621 at December 31, 1995 and 1994                         -        -
  Class A common stock:
     Par value $.10; shares issued and outstanding
     - 20,381,383 and 20,351,591 at December 31, 1995
     and 1994, respectively                                  2,038    2,035
  Additional paid-in capital                                46,001   46,229
  Retained earnings (accumulated deficit)                   11,360   (6,131)
                                                           -------   -------
                                                            59,399   42,133

Commitments and contingencies (notes 3, 4, 6, 11 and 12)   _______   _______


       Total liabilities, common stock and other capital  $109,219   89,744
                                                           =======   =======

</TABLE>

See notes to consolidated financial statements.



                                    30
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
   Consolidated Statements of Changes in Common Stock and Other Capital
                                     
               Years ended December 31, 1995, 1994, and 1993
                          (dollars in thousands)
============================================================================
<TABLE>
<CAPTION>
                                                                          Retained
                      Common Stock   Class A Common Stock   Additional    Earnings
                      -------------  --------------------    Paid-in    (Accumulated
                      Shares Amount    Shares     Amount     Capital       Deficit)                               
                      ------ ------    ------     ------    ----------  ------------
<S>                   <C>    <C>     <C>          <C>       <C>         <C>
Balance December 31,
 1992                   621   $ -    20,336,591   $2,034     $46,719     $(36,781)

 Net earnings             -     -             -        -           -        8,032

 Exercise of stock
  options                 -     -        15,000        1          20            -

 Proceeds from issuance
  of common stock
  purchase warrants       -     -             -        -          50            -

 Dividends declared
  and accretion on
  preferred stock         -     -             -        -        (371)           -
                        ---    --    ----------    -----      -------     --------      
Balance December 31,
 1993                   621     -    20,351,591    2,035      46,418      (28,749)

Net earnings              -     -             -        -           -       22,618

Dividends declared
 and accretion on
 preferred stock          -     -             -        -        (189)           -
                        ---    --    ----------    -----      -------     --------
Balance December 31,
 1994                   621     -    20,351,591    2,035      46,229       (6,131)

Net earnings              -     -             -        -           -       17,501

Dividends declared
 and accretion on
 preferred stock          -     -             -        -        (321)         (10)

Exercise of stock
 options                  -     -        29,792        3          93            -
                        ---    --    ----------    -----      -------     --------
Balance December 31,
 1995                   621   $ -    20,381,383   $2,038     $46,001     $ 11,360
                        ===    ==    ==========    =====      ======      ========
</TABLE>
See notes to consolidated financial statements.
                                     
                                     
                                     
                                    31
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows
                                     
               Years ended December 31, 1995, 1994, and 1993
                          (dollars in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                         1995     1994      1993
                                                         ----     ----      ----
<S>                                                  <C>        <C>       <C>
Operating activities:
 Net earnings                                        $ 17,501   22,618    8,032
 Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities:
   Depreciation of property, plant, and
     equipment                                          1,757    1,492    1,649
   Amortization of other assets                            58      192      213
   Gain on sale of property, plant, and
     equipment                                           (190)    (274)    (265)
   Deferred tax benefit                                (8,800) (10,000)       -
   Decrease (increase) in accounts receivable           5,495   (7,761)  (2,146)
   Increase in long-term receivables                     (484)    (642)       -
   Increase in inventories                            (15,535)  (4,556) (11,398)
   Decrease (increase) in other current assets           (268)     151      (25)
   Increase (decrease) in accounts payable              3,285   (1,431)   2,751
   Increase in accrued liabilities                        777    1,180    1,156
   Other, net                                              26      123        -
                                                      -------- -------- -------- 
     Net cash and cash equivalents provided by
      (used in) operating activities                    3,622    1,092      (33)
                                                      -------- -------- --------
Investing activities:
 Sale (purchase) of cash equivalents - restricted         753     (228)       -
 Proceeds from sale of assets                             676      317      302
 Capital expenditures                                  (2,323)  (1,919)  (1,087)
                                                      -------- -------- --------
     Net cash and cash equivalents used in
      investing activities                               (894)  (1,830)    (785)
                                                      -------- -------- --------
Financing activities:
 Borrowings (payments) on long-term debt               (2,849)    (816)   1,080
 Net borrowings (payments) on revolving credit note     2,044    3,233   (4,963)
 Net borrowings (payments) on fleet financing agreement   323     (244)   2,837
 Proceeds from stock options exercised                     96        -       21
 Proceeds from issuance of common stock
  and stock purchase warrants                               -        -       50
 Payment of preferred stock dividends                    (653)    (158)       -
 Redemption of preferred stock                         (1,050)       -        -
                                                      -------- -------- --------
     Net cash and cash equivalents provided by
      (used in) financing activities                   (2,089)   2,015     (975)
                                                      -------- -------- --------
Increase (decrease) in cash and cash equivalents          639    1,277   (1,793)

Cash and cash equivalents at beginning of year          1,423      146    1,939
                                                      -------- -------- --------
Cash and cash equivalents at end of year             $  2,062    1,423      146
                                                      ======== ======== ========
</TABLE>
See notes to consolidated financial statements.

                                    32
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
                Notes to Consolidated Financial Statements
                                     
                     December 31, 1995, 1994, and 1993
============================================================================

(1)  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Description of Business
     -----------------------
     Since  1964,  CMI Corporation and its subsidiaries (the Company)  have
     manufactured and marketed automated equipment for the road  and  heavy
     construction industry.  The Company's automated construction equipment
     has  a  wide variety of uses in the maintenance, construction, paving,
     and  resurfacing  of  highways, city streets,  parking  lots,  airport
     runways,  tunnels,  and  bridges.  The  Company's  raw  materials  are
     readily  available,  and  the Company is not  dependent  on  a  single
     supplier or only a few suppliers.
     
     Principles of Consolidation
     ---------------------------
     The  consolidated  financial statements include the  accounts  of  CMI
     Corporation   and  its  subsidiaries.   All  significant  intercompany
     balances and transactions have been eliminated in consolidation.
     
     Cash and Cash Equivalents
     -------------------------
     For  purposes  of  the statement of cash flows, the Company  considers
     unrestricted  cash and cash equivalents with maturities of  less  than
     three months to be cash equivalents.
     
     Business and Credit Concentrations
     ----------------------------------
     The   Company's  customers  are  not  concentrated  in  any   specific
     geographic  region,  but  are  concentrated  in  the  road  and  heavy
     construction business.  No single customer accounted for a significant
     amount  of the Company's sales, and there were no significant accounts
     receivable  from a single customer.  The Company reviews a  customer's
     credit  history  before extending credit.  The Company establishes  an
     allowance  for  doubtful accounts based upon factors  surrounding  the
     credit  risk  of  specific  customers, historical  trends,  and  other
     information.  To reduce credit risk, the Company generally requires  a
     down  payment on large equipment orders, and international  sales  are
     generally secured by letters of credit.
     
     The  Company  had  short-term notes receivable  and  sales-type  lease
     payments  due  from  customers  included  in  accounts  receivable  of
     approximately $2,538,000 and $3,001,000 at December 31, 1995 and 1994,
     respectively.
                                    33
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================

     Inventories
     -----------     
     Inventories  are  stated at the lower of cost or  market,  cost  being
     determined  using  the  first  in, first  out  (FIFO)  method.   Costs
     included in inventories consist of materials, labor, and manufacturing
     overhead  which  are  related  to  the  purchase  and  production   of
     inventories.
     
     Property, Plant, and Equipment
     ------------------------------
     Property, plant, and equipment, stated at cost or the present value of
     minimum   lease  payments  for  assets  under  capital   leases,   are
     depreciated  over the estimated useful lives of the assets  using  the
     straight-line method.  Estimated useful lives for buildings, machinery
     and  equipment, and other property, plant, and equipment range from  3
     to  33,  1  to  30,  and  1  to  20 years, respectively.   Significant
     improvements and betterments are capitalized if they extend the useful
     life  of the asset.  Routine repairs and maintenance are expensed when
     incurred.
     
     Other Assets
     ------------
     Other  assets  include  loan acquisition costs  and  other  intangible
     assets.   Loan acquisition costs are being amortized over the life  of
     the related loan agreement.
     
     Revenue Recognition
     -------------------
     Revenue is recognized when sales transactions are completed, which  is
     when products are shipped or title has transferred to the customer.
     
     Income Taxes
     ------------
     Income  taxes  are accounted for using the asset and liability  method
     under  which  deferred  income  taxes  are  recognized  for  the   tax
     consequences of "temporary differences" by applying enacted  statutory
     tax  rates  applicable  to  future years to  differences  between  the
     financial  statement carrying amounts and the tax bases  of   existing
     assets and liabilities.  The effect on deferred taxes for a change  in
     tax  rates  is  recognized in income in the period that  includes  the
     enactment date.
     
     




                                    34
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================

     Earnings Per Common Share
     -------------------------
     Earnings  per  common  share  amounts are  computed  by  dividing  net
     earnings  less redeemable preferred stock dividends and  accretion  of
     the  difference between the ultimate redemption value and the  initial
     carrying value of redeemable preferred stock, by the weighted  average
     outstanding  number  of  common shares and common  share  equivalents.
     Common share equivalents are not considered in the computation of  per
     share amounts if their effect is anti-dilutive.

     Use of Estimates
     ----------------
     Management  of  the  Company  has  made  a  number  of  estimates  and
     assumptions  relating to the reporting of assets and  liabilities  and
     the  disclosure of contingent assets and liabilities to prepare  these
     financial  statements in conformity with generally accepted accounting
     principles.  Actual results could differ from those estimates.

     Fair Value of Financial Instruments
     -----------------------------------
     The   carrying   amounts  of  cash  and  cash  equivalents,   accounts
     receivable,  accounts  payable, accrued  liabilities,  and  redeemable
     preferred  stock approximate fair value because of the short  maturity
     of  these instruments.  The carrying amounts of long-term receivables,
     notes  payable,  and long-term debt approximates  fair  value  as  the
     effective  rates for these instruments are comparable to market  rates
     at year-end.

     Reclassifications
     -----------------     
     Certain  reclassifications have been made to prior years' consolidated
     financial statements to conform to the 1995 presentation.













                                    35
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================

(2)  Long-Term Debt and Notes Payable to Related Parties
     ---------------------------------------------------
     Long-term  debt  and notes payable at December 31 are  summarized  as
follows (in thousands):
<TABLE>
<CAPTION>
                                                                 1995      1994
                                                                 ----      ----
     <S>                                                      <C>         <C>
     Prime plus 1.5% (10.0% at December 31, 1995 and 1994)
     revolving credit note, collateralized by a first
     security interest in substantially all assets of
     the Company, due December 1997                           $10,530     7,682

     Prime plus 1.5% (10.0% at December 31, 1995 and 1994)
     term note, collateralized by a first security interest
     in substantially all assets of the Company, due
     December 1997                                              3,996     4,800

     4.4% to 8.25% (8.1% weighted average rate) fixed
     rate bonds, collateralized by a first security interest
     in certain real property, due September 2010               4,445     4,600

     Prime plus 2.0% (10.5% at December 31, 1995 and 1994)
     unsecured note, due July 2006                              3,050     3,335

     Obligations under a fleet financing agreement due
     through 1998, with interest at prime, collateralized
     by certain equipment under lease contracts                 3,097     2,831

     Notes payable to related parties                               -     1,970

     Lease-purchase obligations and notes payable due
     through 1999, with interest from 8% to 16%,
     collateralized by certain equipment                          313       695
                                                               -------   -------
                                                               25,431    25,913
     Less current maturities of long-term debt                 (2,340)   (2,252)

     Less current maturities of notes payable to related
     parties                                                        -    (1,970)
                                                               -------   -------
                                                              $23,091    21,691
                                                               =======   =======
</TABLE>

                                    36
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
============================================================================

     In  1994,  the Company amended its credit agreement with  its  primary
     lender.   Terms of the amended credit agreement provide for a  maximum
     credit  line of $30,000,000, which consists of a $25,200,000 revolving
     line  of  credit and a $4,800,000 term loan.  The term loan is payable
     in  34 equal monthly principal payments of $67,000 plus interest  with
     the  balance due in December 1997.  Both the revolving line of  credit
     and  the term loan provide for interest at prime plus 1.5% and are due
     in  December  1997.  The agreement may be extended from  year-to-year.
     Amounts  available under the revolving line of credit are  based  upon
     and collateralized by eligible accounts receivable and inventories  as
     defined  by the credit agreement.  The unused portion of the revolving
     line  of  credit  was  approximately  $6,910,000  and  $13,273,000  at
     December 31, 1995 and 1994, respectively.
     
     The  Company's fleet financing agreement allows the Company to  borrow
     100  percent of the net sales price of specific equipment under  lease
     contracts.  The terms of the individual borrowings under the financing
     agreement are consistent with the lease contracts and generally  range
     from  three  months  to  three  years.   Borrowings  under  the  fleet
     financing agreement are secured by the specific equipment.
     
     Certain  debt agreements contain restrictions on working capital,  net
     worth,  and  other restrictive covenants.  At December 31,  1995,  the
     Company was in compliance with these covenants.
     
     In  January  1993, the Company entered into separate  loan  agreements
     with  Recovery  Equity Investors, L.P. (REI), a shareholder,  and  Mr.
     Larry  Hartzog,  a  shareholder and member of the Company's  board  of
     directors, to borrow $1,970,000 at a fixed interest rate of 9 percent,
     due in July 1995.  In July 1995, the $1,970,000 was paid in accordance
     with  the  loan  agreements.  The loan agreements  also  included  the
     issuance  of stock purchase warrants entitling REI and Mr. Hartzog  to
     purchase  up  to  600,000 aggregate shares of the  Company's  Class  A
     Common  Stock  at  an exercise price of $3.75 per  share,  subject  to
     certain  adjustments.  At the date of the loan agreement, the  closing
     price  of  the Company's Class A Common Stock was $3.50.  The  lenders
     paid  $50,000 for the stock purchase warrants.  The Company  allocated
     the total proceeds from the debt and the stock purchase warrants based
     on their book values which were determined to be their respective fair
     values.  Exercise of the stock purchase warrants is subject to certain
     vesting provisions.
     



                                    37
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
============================================================================
     
     The  aggregate maturities of long-term debt for each of the five years
     subsequent to December 31, 1995, are as follows (in thousands):
     
                    1996                                  $ 2,340
                    1997                                   15,445
                    1998                                    1,212
                    1999                                      424
                    2000                                      460
                    Thereafter                              5,550
                                                           ------
                                                          $25,431
                                                           ======
(3)  Redeemable Preferred Stock
     --------------------------
     In connection with a 1985 acquisition, the Company issued 4,800 shares
     of  7%  Series  B Preferred Stock with a $4,800,000 redemption  value.
     The preferred stock accrues dividends at the rate of $70 per share per
     year.  The cumulative dividends are payable each January and July  and
     must be fully paid or declared with funds set aside for payment before
     any  dividend  can  be  declared or paid on any  other  class  of  the
     Company's  stock.  The preferred stock carries a redemption  price  of
     $1,000  per  share.  The Company redeemed 300 shares of its redeemable
     preferred  stock in 1988.  The Company did not redeem  750  shares  in
     each  of the years 1990 through 1994 and did not redeem 500 shares  in
     1989 for a total of $4,250,000.  The Company made dividend payments of
     $157,500  in July 1994 and January 1995.  Accrued cumulative dividends
     were  $1,417,500 ($315 per share) at December 31, 1994.  In 1995,  250
     shares of the preferred stock were scheduled for redemption.  Terms of
     the preferred stock agreement provide that if two consecutive dividend
     payments or redemptions are not made, the Company's Board of Directors
     may  be increased by one and the preferred stockholder shall have  the
     exclusive  right  to  elect an individual to fill such  newly  created
     directorship.   These special voting rights will  continue  until  the
     dividend payments and redemptions are made.  The preferred stockholder
     did not exercise the special voting rights granted under the preferred
     stock  agreement, but filed suit in November 1994 against the  Company
     seeking  (i) payment of the accumulated dividends and (ii)  redemption
     of  4,250  shares of the preferred stock not redeemed at December  31,
     1994.
                                     
                                     
                                     
                                     
                                     
                                     
                                    38
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================

     During 1995, the Company and the Preferred Stockholder entered into  a
     Stock  Purchase  Agreement (the "Agreement").  The Agreement  provides
     that  the  Company will purchase the 4,500 shares of  preferred  stock
     outstanding  in  a  series of installments,  with  all  shares  to  be
     purchased by December 31, 1996.  The purchase price to be paid by  the
     Company to the Preferred Stockholder for each share of preferred stock
     will be $1,000, plus all dividends accrued but unpaid on such share to
     and  including  the business day immediately preceding the  applicable
     purchase date.

     Under  terms  of  the Agreement, the Preferred Stockholder  agreed  to
     dismiss  without  prejudice all claims asserted in the  lawsuit  filed
     against the Company in November 1994.  The Preferred Stockholder  also
     agreed that, so long as the Company fulfills its obligations under the
     Agreement, (i) an aggregate dividend of not more than $300,000 may, at
     the  Company's discretion, be declared and paid by the Company in each
     of  1995  and 1996 to holders of the Company's Voting Class  A  Common
     Stock and Voting Common Stock, $0.10 par value, and (ii) the Preferred
     Stockholder  will not attempt to exercise its right  to  elect  a  new
     member to the Company's Board of Directors.
     
     During 1995, the Company paid $1.4 million for the redemption of 1,050
     shares  of preferred stock, plus accrued dividends.  The Company  also
     made  semiannual  dividend payments on all remaining  preferred  stock
     shares  outstanding of $131,250 and $120,750 in July 1995 and  January
     1996,  respectively.  Accrued cumulative dividends were $1,087,000  on
     the 3,450 preferred stock shares outstanding at December 31, 1995.  As
     of  December 31, 1995 the Company was in compliance with terms of  the
     Agreement.


(4)  Common Stock and Other Capital
     ------------------------------
     In  1991,  the Company entered into an Investment Agreement with  REI.
     Pursuant  to the Investment Agreement, the Company sold REI  6,666,667
     shares of common stock (subsequently Class A Common Stock) at $.75 per
     share.   The  Investment  Agreement  contains  various  covenants  and
     restricts  the Company from taking certain actions without  the  prior
     written consent of REI.
     
     On  February  14,  1992,  the Company filed an  amended  and  restated
     certificate of incorporation, which authorizes 20,000 shares of common
     stock  and 45,000,000 shares of Voting Class A Common Stock  (Class  A
     Common  Stock).    Additionally,  the Company effected  a  1-for-2,000
     reverse  split  of the common stock and declared a stock  dividend  of
     1,999 shares  of Class A Common  Stock for each whole share of  common
     
                                    39
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================
     
     stock  outstanding  following  the  reverse  split.   Owners  of   the
     remaining  common stock could exchange each share of common stock  for
     one  share  of  Class A Common Stock.  The exchange offer  expired  on
     April 30, 1992.  At December 31, 1995, 621 shares of common stock  had
     not  been  exchanged.  The Class A Common Stock has  certain  transfer
     restrictions  in order to prevent a change in ownership,  which  could
     limit or eliminate the Company's net operating loss carryforwards (see
     note 7).
     
     On  February 3, 1987, the Company authorized and declared  a  dividend
     distribution  of  rights  to  purchase shares  of  common  stock  (the
     Rights),  subsequently Class A Common Stock, at the rate of one  Right
     for each share of Class A Common Stock outstanding to shareholders  of
     record  as  of February 4, 1987.  The Rights Agreement was amended  to
     exclude  REI and the chairman of the board and chief executive officer
     from   the  definition  of  an  acquiring  person.   The  Rights   are
     exercisable upon the occurrence of certain events.  In the  event  the
     Company  is  acquired  in  a  merger  or  other  business  combination
     transaction  (including  one  in which  the  Company  is  a  surviving
     corporation),  excluding REI and the chairman of the board  and  chief
     executive officer, it is provided that each of the Rights will entitle
     its  holder  to purchase, at the then current exercise  price  of  the
     Rights, that number of shares of Class A Common Stock of the surviving
     company,  which at the time of such transaction would  have  a  market
     value of two times the exercise price of the Rights.  Therefore,  each
     of  the Rights entitles the holder, until February 4, 1997, to buy one
     share of Class A Common Stock  at an exercise price of one-half of its
     market value at the time of exercise.  The Rights are evidenced by the
     Class   A  Common  Stock  certificate  and  are  not  exercisable   or
     transferable  apart from the Class A Common Stock until  fifteen  days
     after  a person, excluding REI and the chairman of the board and chief
     executive  officer, acquires 20 percent or more,  or  makes  a  tender
     offer  for  30  percent or more, of the Class  A  Common  Stock.   The
     exercise  price  and  the number of shares of  Class  A  Common  Stock
     issuable upon the exercise of the Rights are subject to adjustment  in
     certain cases to prevent dilution.  The Rights do not have any  voting
     rights and are redeemable, at the option of the Company, at a price of
     $.01  per Right until fifteen days subsequent to any person or  entity
     acquiring beneficial ownership, excluding REI and the chairman of  the
     board  and  chief executive  officer, of at least 20  percent  of  the
     Class A Common Stock.




                                    40
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================
     
     In  addition, for as long as REI beneficially owns at least  1,700,000
     shares  of  Class A Common Stock, the Company may not,  without  REI's
     consent, recommend or adopt any change to the Rights Agreement or make
     any  declaration  with  respect  to the  Rights.   The  Rights  expire
     February 4, 1997.

(5)  Stock Option Plans
     ------------------
     The  Company has established the 1992 Incentive Stock Option Plan (the
     Plan)  for its employees, as approved by the shareholders.   The  Plan
     has  two  features:   (1)  stock options and  (2)  stock  appreciation
     rights.  The Plan is administered by the Compensation Committee of the
     Board of Directors.  The granting of stock options and/or appreciation
     rights is at the sole discretion of the Compensation Committee.  Board
     members  are  not allowed to participate in the Plan.   A  maximum  of
     1,000,000  stock  options and/or appreciation rights  may  be  granted
     under the Plan.
     
     The exercise price of the stock options is the market value of Class A
     Common  Stock  at  the  date of grant.  The options  vest  and  become
     exercisable ratably over a four-year period, commencing one year after
     the  grant  date.   At  December 31, 1995,  500,000  options  for  the
     purchase  of  Class A Common Stock had been granted for which  400,000
     options have an exercise price of $3.25 per share, 50,000 options have
     an  exercise  price  of $6.125 per share and 50,000  options  have  an
     exercise  price  of  $6.75 per share.  At December 31,  1995,  250,000
     options were exercisable.
     
     Stock  appreciation  rights  may  be  issued  with  stock  options  or
     separately,  at  the  sole  discretion of the Compensation  Committee.
     Stock  appreciation rights, if granted, would be payable in shares  of
     Class  A  Common  Stock  over the same vesting  period  as  the  stock
     options.  At December 31, 1995, no stock appreciation rights had  been
     granted.
     
     In  February 1993, a member of the board of directors received options
     to  purchase  10,000  shares of Class A Common Stock  at  the  current
     market  price  of  $4.875  per share.  The  options  were  immediately
     exercisable.  No options had been exercised at December 31, 1995.
     
     In  1992,  a  consulting firm, of which a former  board  member  is  a
     director, received options for the purchase of up to 100,000 shares of
     Class  A Common Stock for past services rendered.  These options  were
     immediately exercisable at an exercise price of $1.38 per share.   The
     Company  recorded approximately $125,000 in expense in 1992 for  these
     options.  At December 31, 1995, 15,000 options had been exercised.
                                     
                                    41
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================
     
(6)  Leases
     ------
     The  Company leases equipment to customers under short-term and  long-
     term  contracts.  Short-term contracts generally range from  three  to
     six  months.   Rental income from short-term leases was  approximately
     $2,096,000,  $1,650,000, and $2,225,000, for the years ended  December
     31, 1995, 1994, and 1993, respectively.
     
     The Company's long-term leases generally qualify as sales-type leases.
     The  net investment in such leases is included in receivables.  Future
     minimum lease payments to be received are approximately $1,776,000 and
     $762,000 in 1996 and 1997, respectively.
     

(7)  Income Taxes
     ------------
     Income   tax   expense  (benefit)  consisted  of  the  following   (in
     thousands):
<TABLE>
<CAPTION>
                                          1995          1994       1993
                                          ----          ----       ----
       <S>                             <C>           <C>           <C>
       Current tax expense             $   616           536        312
       Deferred tax benefit             (8,800)      (10,000)         -
                                        -------      --------       ---
                                       $(8,184)       (9,464)       312
                                        =======      ========       ===
</TABLE>
     The deferred tax benefit in 1995 and 1994 consisted of a reduction  of
     the  beginning-of-the-year  valuation  allowance  of  $12,479,000  and
     $14,957,000,  respectively,  offset  by  a  deferred  tax  expense  of
     $3,679,000 and $4,957,000, respectively.














                                    42
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================
     
     Income  tax  expense (benefit) differed from the amounts  computed  by
     applying  the U.S. federal income tax rates of 35% and 34%  to  pretax
     income   from   continuing  operations  in  1995,  1994,   and   1993,
     respectively, as a result of the following (in thousands):
<TABLE>
<CAPTION>
     
                                                   1995       1994     1993
                                                   ----       ----     ----
       <S>                                     <C>         <C>       <C>
       Computed expected tax expense           $  3,261      4,604    2,837
       State income taxes                           380        530        -
       Reduction of valuation allowance         (12,479)   (14,957)       -
       Use of net operating loss carryforwards        -          -   (3,197)
       Other, net                                   654        359      672
                                                --------   --------  ------- 
                                               $ (8,184)    (9,464)     312
                                                ========   ========  =======
</TABLE>
     The tax effects of temporary differences that give rise to significant
     portions  of  the deferred tax assets and liabilities at December  31,
     1995 and 1994, are as follows (in thousands):
<TABLE>
<CAPTION>
                                                             1995      1994
                                                             ----      ----
     <S>                                                  <C>        <C>
     Net operating loss and other carryforwards           $16,932    12,782
     Income tax basis in excess of financial basis
      of solid waste disposal facility                          -     7,422
     Other, net                                             4,074     4,678
                                                           -------   -------
     Deferred tax assets                                   21,006    24,882

     Deferred tax liability (plant and equipment)          (1,538)   (1,735)
                                                           -------   -------
                                                           19,468    23,147
     Less valuation allowance                                 668    13,147
                                                           -------   -------
     Net deferred tax asset                               $18,800    10,000
                                                           =======   =======
</TABLE>
     During  1994, the Company reduced the valuation allowance  to  reflect
     the  deferred  tax  assets utilized in 1994 to reduce  current  income
     taxes (approximately $5 million) and to recognize a deferred tax asset
     of $10 million at December 31, 1994.  During 1995, the Company reduced
     the  valuation  allowance to recognize a deferred tax asset  of  $18.8
     million  at December 31, 1995.  The recognized deferred tax  asset  is
     based  upon  expected utilization of net operating loss  carryforwards
     and   reversal   of  certain  temporary  differences.   The   ultimate
     realization  of the deferred tax asset will require aggregate  taxable
     income  of  approximately $45 million to $50 million in future  years.
     The  estimated  taxable loss for 1995 was approximately  $10  million.
     This  differs  from  earnings  before  income  taxes  as a  result  of

                                    43
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================
     
     realizing  a  loss on the sale of CMI Energy Conversion Systems,  Inc.
     (CMI  Energy) for tax purposes.  The loss was recognized for financial
     reporting  purposes in prior years when the assets of CMI Energy  were
     reduced  to estimated realizable value.  Estimated taxable income  for
     1994  before  utilization  of  net operating  loss  carryforwards  was
     approximately $13 million.
     
     The  Company has assessed its past earnings history and trends,  sales
     backlog, budgeted sales, and expiration dates of carryforwards and has
     determined  that  it is more likely than not that the  $18,800,000  of
     deferred  tax  assets  will  be  realized.   The  remaining  valuation
     allowance of approximately $700,000 is maintained against deferred tax
     assets which the Company has not determined to be more likely than not
     realizable at this time.
     
     At  December  31,  1995,  the Company has a  tax  net  operating  loss
     carryforward  of  approximately $34,237,000  for  federal  income  tax
     purposes.   Such carryforwards, which may provide future tax benefits,
     expire  as  follows:  $5,727,000 in 1999, $186,000 in 2001, $4,932,000
     in  2004,  $8,272,000 in 2005, $4,810,000 in 2006, and $10,310,000  in
     2010.   Future changes in ownership, as defined by section 382 of  the
     Internal  Revenue Code, could limit the amount of net  operating  loss
     carryforwards used in any one year (see note 4).
     
(8)  Export Sales
     ------------
     The  Company  had export sales of approximately $16.7  million,  $23.8
     million,  and  $16.6  million in 1995, 1994, and  1993,  respectively.
     These sales were made through foreign dealers and representatives.   A
     significant  portion  of  these sales were made  in  Asia,  Australia,
     Europe, and North and Central America, excluding the United States.

(9)  Supplemental Quarterly Financial Information (unaudited)
     --------------------------------------------------------
     Following is a summary of the unaudited interim results of operations
     for the year ended December 31, 1995 (in thousands, except share
     data):
<TABLE>
<CAPTION>
                                                    1995
                              -----------------------------------------------
                                First    Second     Third    Fourth
                              Quarter   Quarter   Quarter   Quarter     Total
                              -------   -------   -------   -------     -----
     <S>                      <C>       <C>       <C>       <C>       <C>
     Net revenues             $32,671    43,604    30,923    23,380   130,578
     Net earnings(loss)       $ 2,372    14,804       878      (553)   17,501
     Net earnings(loss)
      per common and common
      equivalent share        $   .11       .71       .04      (.04)      .82
</TABLE>
                                     
                                     
                                    44
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================
<TABLE>
<CAPTION>
                                                   1994
                              -----------------------------------------------
                                First    Second     Third    Fourth
                              Quarter   Quarter   Quarter   Quarter     Total
                              -------   -------   -------   -------     -----
     <S>                      <C>       <C>       <C>       <C>       <C>
     Net revenues             $27,863    48,165    27,291    24,686   128,005
     Net earnings(loss)       $ 2,218    18,337     1,758       305    22,618
     Net earnings(loss)
      per common and common
      equivalent share        $   .11       .87       .08       .01      1.07
</TABLE>
(10) Supplemental Cash Flow Information
     ----------------------------------
     Cash   paid  for  interest  amounted  to  approximately:   $3,166,000,
     $2,730,000, and $2,503,000 in 1995, 1994, and 1993, respectively.
     
     Cash  paid  for income taxes amounted to approximately:  $277,000  and
     $439,000 in 1995 and 1994, respectively.
                                     
     Supplemental schedule of noncash investing and financing activities
     are as follows:
     
     - Accretion of discount on preferred stock was $10,000, $31,000, and
       $56,000 in 1995, 1994, and 1993, respectively.  In 1993, dividends
       on  preferred  stock  of  $315,000  were  accrued  but  not  paid.
       Dividends  of $321,000 and $158,000 were accrued  and paid in 1995
       and 1994, respectively.
     
     - During  1994,  $149,000  of lease assets  and  obligations  were
       capitalized.
     
(11) Commitments and Contingencies
     -----------------------------
     The  Company  and  its  subsidiaries are  parties  to  various  leases
     relating  to  plants,  warehouses, office  facilities,  transportation
     vehicles,  and certain other equipment.  Real estate taxes, insurance,
     and maintenance expenses are normally obligations of the Company.   It
     is expected that in the normal course of business, the majority of the
     leases  will  be renewed or replaced by other leases.  Leases  do  not
     provide   for   dividend  restrictions,  debt,   or   future   leasing
     arrangements.   All leasing arrangements contain normal leasing  terms
     without  unusual purchase options or escalation clauses.  Rent expense
     was $460,000 in 1995, $457,000 in 1994, and $438,000 in 1993.
     

                                    45
<PAGE>
                     CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================
     
     Minimum  rental commitments under all noncancellable leases  for  each
     year  subsequent to December 31, 1995, are approximately  as  follows:
     $263,000  in 1996, $207,000 in 1997, $38,000 in 1998, and  $29,000  in
     1999.
     
     At  December  31,  1995,  the  Company  was  contingently  liable  for
     outstanding letters of credit in the amount of approximately  $82,000.
     The  Company  is  also  contingently liable as guarantor  for  certain
     accounts  receivable  sold  with recourse of approximately  $3,615,000
     through December 2002.

(12) Litigation
     ----------
     In  prior  years, the Company was party to certain patent  litigation.
     During  1994,  the judgments granted to the Company by  United  States
     District  Courts were reversed by the United States Court  of  Appeals
     (Appeals  Court).   The Company petitioned the United  States  Supreme
     Court  to  hear  the  cases and was denied a  hearing.   Additionally,
     during  1994, the Appeals Court upheld a judgment against the  Company
     and  required  the Company to pay approximately $1.3  million  to  the
     plaintiff.

     On  November  22, 1995, certain attorneys, previously engaged  by  the
     Company in connection with prior patent litigation, filed suit against
     the Company in the Circuit Court of Cook County, Illinois, seeking  to
     recover approximately $1.4 million of legal fees and costs alleged  to
     be  owing  by  the Company, together with prejudgment and postjudgment
     interest and other costs.  The Company has filed counterclaims against
     the  law firm for negligence and legal malpractice.  The Company seeks
     an  unspecified amount of monetary damages, disgorgement of all  legal
     fees  collected,  punitive  damages, prejudgment  interest  and  other
     costs,  and  is  seeking  removal of the case  to  the  United  States
     District  Court  for  the  Northern  District  of  Illinois,   Eastern
     Division.

     There  are  numerous other claims and pending legal  proceedings  that
     generally  involve  product liability and  employment  issues.   These
     cases  are,  in  the opinion of management, ordinary  routine  matters
     incidental  to the normal business conducted by the Company.   In  the
     opinion  of  the Company's management after consultation with  outside
     legal counsel, the ultimate disposition of such proceedings, including
     the  case  above,  will not have a materially adverse  effect  on  the
     Company's  consolidated  financial  position  or  future  results   of
     operations.

                                       46
<PAGE>
                        CMI CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements, Continued
============================================================================

(13) CMI Energy Conversion Systems, Inc.
     -----------------------------------
     In  1983,  a  subsidiary  of  the Company,  CMI  Energy,  indefinitely
     suspended  construction  of  a  solid  waste  disposal  facility  (the
     Project).  In connection with the Project, the Company contracted with
     the City of Oklahoma City (the City) to receive municipal solid waste.
     In 1995, the Company sold the assets of CMI Energy for cash and a five
     year note bearing interest at eight percent.  As a result of the sale,
     a  letter  of  credit  in the amount of $675,000  held  by  the  City,
     securing  the Company's  performance  under the solid  waste  delivery
     contract,  was  released.  CMI Energy did not  materially  affect  the
     Company's results of operations in 1995, 1994, or 1993.
     
(14) Related Party Transactions
     --------------------------
     In prior years, the Company leased certain equipment and real property
     from  a  partnership, 80% of which was owned by the  chairman  of  the
     board and chief executive officer of the Company, and 20% of which was
     owned  by  his  father.   Total  payments  made  on  the  lease   were
     approximately $94,000 and $279,000 in 1994 and 1993, respectively.  No
     amounts were paid to the partnership in 1995.

     From  time to time during 1983 to 1985, the chairman of the board  and
     chief executive officer of the Company loaned CMI Energy approximately
     $651,000.   CMI Energy has repaid the principal amount of  the  loans.
     However,  at December 31, 1995, interest on the loans of approximately
     $260,000 was accrued.

(15) Employee Benefit Plan
     ---------------------
     The Company has a defined contribution plan whereby eligible employees
     may  contribute pretax wages in accordance with the provisions of  the
     plan.   At  the  discretion  of the Board of  Directors,  the  Company
     matches    certain   contributions   made   by   eligible   employees.
     Discretionary   matching  contributions  of  approximately   $128,000,
     $104,000, and $78,000 were made in 1995, 1994, and 1993, respectively.









                                    47
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
============================================================================   

Item   9.  Changes in and Disagreements With Accountants on Accounting  and
           Financial Disclosure
           ----------------------------------------------------------------
           None.
                                     
                                 PART III

In  accordance with the provisions of General Instruction G(3),  Items  10,
11,  12, and 13 are incorporated herein by reference to the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on May 3, 1996.

                                  PART IV

Item  14.  Exhibits, Consolidated Financial Statement Schedule, and Reports
           on Form 8-K
           ----------------------------------------------------------------
(a)  Consolidated Financial Statements and Consolidated Financial Statement
     Schedule
     ----------------------------------------------------------------------
1.   Consolidated Financial Statements:
     ----------------------------------
     See  Index  to  Consolidated  Financial  Statements  and  Consolidated
     Financial Statement Schedule at Item 8 on Page 24 of this Form 10-K.

2.   Consolidated Financial Statement Schedule:
     ------------------------------------------
     See  Index  to  Consolidated  Financial  Statements  and  Consolidated
     Financial Statement Schedule at Item 8 on Page 24 of this Form 10-K.

3.   Exhibits
     --------
     (Numbered in accordance with Regulation S-K Item 601)

<TABLE>
<CAPTION>
                                                       Page Number or
Exhibit                                               Incorporation by
Number  Description                                     Reference to
------- ---------------------------------------     ----------------------
<S>     <C>                                         <C>
 (3i)   Amended and Restated Certificate            Exhibit 2 on Form 8-K,
        of Incorporation                            dated February 18,
                                                    1992; and Exhibit (3i)
                                                    on Form 10-Q dated
                                                    August 14, 1995
</TABLE>
                                     
                                    48
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
============================================================================
<TABLE>
<CAPTION>
                                                        Page Number or
Exhibit                                                Incorporation by
Number  Description                                      Reference to
------- ---------------------------------------     ----------------------
<S>     <C>                                         <C>
 (3ii)  Amended and Restated By-Laws                Exhibit 6 on Form 8-K,
                                                    dated August 26, 1991

 (4)    The registrant, by signing this report,
        agrees to furnish the Securities and
        Exchange Commission, upon its request,
        a copy of any instrument which defines
        the right of holders of long-term debt of
        the registrant and all of its subsidiaries
        for which consolidated or unconsolidated
        financial statements are required to be
        filed, and which authorizes a total amount
        of securities not in excess of 10 percent
        of the total assets of the registrant and
        its subsidiaries on a consolidated basis.

 (10)   Separate loan and warrant agreements with   Exhibit 1 of the 1992
        REI and Larry Hartzog.                      Form 10-K dated March
                                                    8, 1993

 (10)   Stock Purchase Agreement                    Exhibit 10 on Form
                                                    10-Q dated May 2,
                                                    1995.

 (11)   Computation of earnings per share           Exhibit 11 of this
                                                    Form 10-K

 (21)   Subsidiaries of the Registrant:

                                                    Place of Incorporation
                      Name                          or Organization
                      ----                          ----------------------
        CMI Limited Partnership                     Oklahoma
        CMI Sales Co.                               Oklahoma
        Product Support, Inc.                       Oklahoma
        Machinery Investment Corporation            Oklahoma
        CMI International (U.K.), Ltd.              England
        CMI Energy Conversion Systems, Inc.         Oklahoma
        CMI OIL Corporation                         Oklahoma
        CMI Dakota Co.                              South Dakota
        Transport Trailer Manufacturing Company     Oklahoma
</TABLE>

                                    49
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
============================================================================
<TABLE>
<CAPTION>
                                                        Page Number or
Exhibit                                                Incorporation by
Number  Description                                      Reference to
------- ---------------------------------------     ----------------------
<S>     <C>                                         <C>
 (23)   Consents of Independent Auditors            Exhibits 23.1,23.2,and
                                                    23.3 of this Form 10-K

 (27)   Financial Data Schedule                     Exhibit 27 on this
                                                    Form 10-K
</TABLE>
(b)  Reports on Form 8-K
     -------------------
     No report on Form 8-K was filed during the fourth quarter of 1995.
                                                                           
                                                                           
                                                                           
                                                                           
                                                                           
                                                                           
                                                                           
                                    50
<PAGE>
                                                                Schedule II
                                                                -----------
                     CMI CORPORATION AND SUBSIDIARIES
                                     
              Consolidated Valuation and Qualifying Accounts
                                     
               Years ended December 31, 1995, 1994, and 1993
============================================================================
<TABLE>
<CAPTION>
                                             Additions
                                 Balance at  Charged to               Balance at
                                 Beginning    Cost and   Deductions       End
     Description                  of Year     Expenses      (1)         of Year
     -----------                 ----------  ----------  ----------   ----------
Allowance for doubtful accounts:

<S>                              <C>         <C>         <C>          <C>       
 December 31, 1995                  $602         134        145           591
                                     ===         ===        ===           ===
 December 31, 1994                  $483         289        170           602
                                     ===         ===        ===           ===
 December 31, 1993                  $382         434        333           483 
                                     ===         ===        ===           ===
</TABLE>

(1)  Write-off of uncollected accounts and other deductions.




                                    51
<PAGE>
CMI CORPORATION
FORM 10-K
December 31, 1995
============================================================================   
                                     
                                SIGNATURES

Pursuant  to  the  requirements of Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934, the registrant has duly caused this  report  to  be
signed on its behalf by the undersigned thereunto duly authorized:

(Registrant)
CMI CORPORATION

By:  /s/ Bill Swisher                             Dated:    March 4, 1996
     ------------------------------                     --------------------
     Bill Swisher
     Chief Executive Officer

Pursuant  to the requirements of the Securities Exchange Act of 1934,  this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

By:  /s/ David I. Anderson                        Dated:    March 4, 1996
     ------------------------------                     --------------------
     David I. Anderson
     Director

By:  /s/ Ralph P. Cordes                          Dated:    March 4, 1996
     ------------------------------                     -------------------- 
     Ralph P. Cordes
     Senior Vice President, Operations

By:  /s/ Joseph J. Finn-Egan                      Dated:    March 4, 1996
     ------------------------------                     --------------------
     Joseph J. Finn-Egan
     Director

By:  /s/ Larry D. Hartzog                         Dated:    March 4, 1996
     ------------------------------                     --------------------
     Larry D. Hartzog
     Director

By:  /s/ Jim D. Holland                           Dated:    March 4, 1996
     ------------------------------                     --------------------
     Jim D. Holland
     Senior Vice President, Treasurer
     and Chief Financial Officer

By:  /s/ Jeffrey A. Lipkin                        Dated:    March 4, 1996
     ------------------------------                     --------------------
     Jeffrey A. Lipkin
     Director

By:  /s/ Thomas P. Stafford                       Dated:    March 4, 1996
     ------------------------------                     --------------------
     Thomas P. Stafford
     Director

By:  /s/ Ken Stephens                             Dated:    March 4, 1996
     ------------------------------                     --------------------
     Ken Stephens
     Controller

By:  /s/ Bill Swisher                             Dated:    March 4, 1996
     ------------------------------                     --------------------
     Bill Swisher
     Chairman of the Board
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